Earth-717: Spider-Man Volume 2
by Over9000Pylons
Summary: An alternate time. An alternate world. Peter Parker's life was already complicated when he got powers, but it turns deadly when someone arrives in New York with one objective: kill Spider-Man. As he desperately tries to keep his grades afloat and his dual life hidden from Aunt May, Peter is forced into a fight for survival with a genius who might just discover his ultimate secret.
1. Inferior

Earth-717: Spider-Man Vol 2

Chapter 1: Inferior

"Duck, Parker!"

Peter heard the sentence, but didn't have time to heed it. Flash didn't intend on it anyway, since he yelled at Peter right before the ball smacked him in the back of the head. Peter grabbed at his scalp with both hands and spun around, but Flash was already darting to the other side of the backyard, chortling the whole way as he disappeared into the chaos of other kids.

"You okay, Pete?"

Peter adjusted his glasses before answering Harry. His glasses had been jostled out of place by the ball's impact. Harry was standing in front of Peter.

"Yeah," said Peter. "I'm okay. I guess. Kinda hurts."

"Flash sucks," said Harry, curling his fingers into fists. "I don't know why Gwen invited him."

"Her dad made her invite the class."

"But why him? Ugh!"

Harry kicked at the grass beneath his feet, tearing up some of the dirt with his shoe. Harry crinkled his nose and his cheeks reddened. Flash usually picked on Peter, but was known to mess with Harry and other students in the class too. He knew that feeling of anger when Flash bullied him and got away with it. He saw that anger in Harry's face.

"That's it!" said Harry. "Let's beat him up for a change!"

"Huh? Wait, wait . . . ."

If Harry heard Peter, he didn't seem to care. Harry grabbed the ball off the ground, clutching it with both hands. Snarling, he started marching towards the kids crowded around the playground and swing set, where Flash was talking to Randy. Peter raced out in front of Harry and held out his hands, halting his friend's progress.

"Wait, wait! Don't do it!"

"Why?" asked Harry. "You scared?"

"Sorta."

"I'm not!"

"That's not what I mean. I mean . . . . hitting him back like that, it won't do anything. Flash is a jerk. He's gonna be a jerk. Throw the ball or not."

Harry grumbled and his glare grew more intense. Peter gulped as he wondered if he was making his point, or just redirecting Harry's frustration toward himself. He tried to think of the right way to say what he wanted to say. What he needed to say.

"Don't think about Flash," said Peter. "Think about Gwen."

The lines on Harry's face softened. Peter looked over his shoulder, to where Gwen and more of their classmates were playing. They both looked at their friend, the one with blonde hair, glasses and the eternal headband.

"It's her birthday. Today's about her. You throw a ball at Flash, you might miss. Hit someone else. And it makes you a jerk, like him. On her day. You think she wants a jerk for a friend?"

Harry frowned, lowered his head and shuffled his feet.

"No . . . ."

"Flash will get it one day," said Peter. "But I don't think it should be today. Okay?"

"Okay."

Harry nodded and wandered off. Peter took in a deep breath and then let it out, feeling both a wave of relief and a drop of uncertainty. He felt like he had done the right thing, but he didn't know. Standing alone in Gwen's backyard, with children and parents seemingly everywhere but near him, he certainly didn't feel like anyone cared what he did.

Until he saw Uncle Ben approaching.

"Uh oh."

"Uh oh?" said Ben. "That's not a good greeting."

"Sorry, Uncle Ben," said Peter, twiddling his index fingers against each other. "I'm not, I'm not in trouble, right?"

Ben knelt down in front of Peter so their eye levels were matched.

"Now why on earth would you think you're in trouble?"

Peter once again inhaled and exhaled when he saw Ben's smile. That was at least some of his anxiety relieved.

"I get nervous," said Peter.

"I know," said Ben, nodding. "But you've nothing to worry about, not from me. Because I just saw you do a very brave thing."

"Brave?"

"It's brave to stand up to bullies. It's braver to stand up to friends. I saw you and Harry. Heard what you said. You put Gwen first, and you helped Harry see why he was wrong. You're two for two, far as I see."

Peter couldn't help but smile. Ben nudged his nephew's cheek with his knuckles.

"There's that Parker spirit," said Ben.

"I did the right thing?" asked Peter.

"You did. All on your own. I know Flash makes you mad, and you're right, one day, he'll get his. But you're better than him, and you know how I know? Because being the better person? It's never about doing something for yourself. You become better when you bring out the best in others. That's what you did, right here, for Harry."

"Thanks, Uncle Ben. I feel better."

"Good. Now give me those glasses."

Peter took off his glasses and handed them to Ben. He silently watched as his uncle looked them over before giving them a thorough cleaning with a handkerchief. When he was done, Ben placed the glasses back over Peter's eyes.

"Wow," said Peter. "I can see!"

"What a miracle," said Ben, chuckling.

"Thanks for cleaning them."

"It's my job, Peter. Go. Play with your friends. I'll have a talk with Flash's mom."

Ben stood back up and watched his brother's son rush off to rejoin the party. Ben never had any children of his own, but he'd taken to caring for Peter as if it were the most natural thing in the world. Richard and Mary were gone. Peter's life was torn apart when their plane crashed. Ben figured the best thing he could do was salvage as many pieces as he could.

He didn't know how many years he had left, but Ben knew he'd spend every single one of them trying to make life better for his nephew.

* * *

"Mister Osborn. Your eleven o'clock is here. Shall I send her up?"

Norman adjusted the cufflinks on the wrists of his suit. He was facing the window in his office, at the top of Oscorp Tower. From here, just as he could at his penthouse apartment, he could see all of New York. Whether he was in his domestic or corporate life, he always wanted to have a view of the entire city. He told his family it helped centre his reality.

"Yes, please," answered Norman. "Right away."

"Understood, sir."

Norman held his hands behind his back. As he waited for the elevator to bring the woman he was meeting to the top floor, he thought back on all that had transpired in the past few months. He had been betrayed by his former top scientist. A supervillain had directly attacked the tower, resulting in costly repairs that only finished last week. And now he knew something about a project he had placed on hold that he would have to address.

All just pieces of a greater puzzle. Being a man like Norman Osborn meant every day was a chess match, and he always was good at clinching the endgame.

The elevator door opened. Norman made sure to put on a smile before he turned around. Rather than a foot, the first thing to step across the threshold was a cane. Specifically, a transparent glass cane, with an orb atop the shaft. The woman stepped onto the glossy black tiles that made up the floor, her right hand holding the orb.

Norman's smile cracked, but only for a moment. He forced his face into an appealing position as the woman limped towards him. He had been informed as to her condition, but to see someone who looked to be only in her mid-thirties shambling about as if she were well past retirement age stirred something instinctive in him.

This was injustice. Nobody deserved this.

What made it worse was that aside from her posture and her cane, there was nothing physically wrong with her at a first glance. Her physique was normal, her skin healthy, her shoulder length blonde hair's only problem being dishevelled, with some of it flopping over the right side of her face because her neck was crinkled over a bit in that direction. Her white suit was elegant, and clearly of a good designer brand. She presented herself well, given everything.

When she was close enough to his desk, Norman walked around it and held out his hand.

"Welcome to Oscorp. I'm Norman Osborn."

"I'm aware."

Her native Yorkshire accent was immediately apparent. After a second of hesitation, she reached out and shook Norman's hand. He took care to hold her hand delicately and exert little pressure. The handshake completed, she glanced up at Norman's eyes without moving her neck.

"Was quite surprised to get your call, to be honest," she said. "I figure you'd consider yourself my competition."

"I don't consider anyone competition. I simply am willing to recognize when someone makes similar achievements."

"How grand."

The woman looked at the wide window. She moved towards it, stepping slowly with her cane. Norman walked at her side. When she was in front of the window, she placed both hands on her cane's orb, stabilizing herself.

"Jewel of a city."

"Indeed it is," said Norman. "I know the skyline by heart, but I still like to look."

"You situate yourself so far above it all. Almost like you're its master. Makes sense for a man like you, but, I prefer a grounded approach."

"A man like me? I don't know if that's a compliment or a criticism."

"It's neither. It's an observation."

Norman fiddled with the knot of his tie for a moment.

"What did you call me for?" she asked.

Norman walked over to his desk and grabbed the brandy bottle and two glasses out of the top drawer. He poured one glass, and gestured towards the second. The woman shook her head, and Norman placed the bottle down. He picked up his glass and returned to his spot at her side.

"I have a certain problem that I believe you can assist me with."

"How could I assist you, Mister Osborn? My company has had contracts in the States, in England, Russia, Japan, Latveria, Symkaria. I know what pedigree I can offer, but we aren't focused on the same fields. I'm robotics, and you're clearly more interested in genetics."

"I am, but there are certain extenuating circumstances. I've lost two head researchers. My first, Otto Octavius, went rogue. I'm sure you heard of his rampage as Doctor Octopus. My second, Curt Connors, lost his stomach. Said he didn't ethically agree with what I asked of him, and returned to Empire State to teach. Things have become . . . . difficult."

Norman drank his brandy before he continued.

"I realize now that it's not about finding people who have the right talent. It's about finding people who have the right motivation."

The woman raised an eyebrow and craned her neck so it was upright.

"And, if you'll pardon the pun, I believe you could give me the right solution."

The woman laughed.

"Oh dear," she said. "We're already at dad jokes."

"You have dinner with my family, you'll hear quite a few of them," said Norman, smiling for a moment before his mouth closed. "I hope I haven't made you uncomfortable. I know things with your father were tense."

"It's no matter. He's gone now, and all that's left of him are the scars and the stories. Neither one grant him any lasting power. I've taken his name, his company, his legacy, and I've made it into my own. Erased him from it, scrubbed his filth from every brick and pipe. The most fitting revenge is that, in time, no one will remember him but me."

"You've made him irrelevant."

"He always was. He just didn't know it."

Norman nodded as he put down his glass.

"I believe you're the right person for the job."

"You still haven't told me what the job is."

"I always pursue multiple angles with any project," said Norman. "You'll be briefed on all of them. But right now, I have a simple objective. Retrieval, of someone I have reason to believe is Oscorp property."

"Someone? Your property is a person?"

"They became my property when they were changed by one of our experiments."

"Changed?"

Norman reached into the inside of his jacket and pulled out a large photograph. He handed it to the woman, who looked it over with curiosity in her eyes.

The photograph showed a man in a red and blue costume, swinging through New York City.

"I want you to create something that can find and capture Spider-Man."

"Spider-Man?" she said. "Fascinating."

"Do you believe we can come to an agreement?"

The woman eyed Osborn with a suspicious glare.

"Be certain with your terms then, Mister Osborn. You said find and capture. I don't believe Doctor Connors would balk at the ethics of that. Speak plainly."

Norman's face twitched. She caught him. He cleared his throat before responding.

"Discovering how he was affected by the experiment would likely . . . . more than likely . . . . require dissection. If your solution can kill him, that . . . . would be acceptable."

"You want something that can slay Spider-Man?"

"If need be."

The woman smirked.

"I believe I can do that, Mister Osborn. At the right price."

"Payment will be settled. No objection. Blank cheque."

She held out her hand. This time, Norman shook it more firmly.

"Then we have a deal," she said. "I'll be sending you a contract shortly."

The woman turned back towards the elevator and walked over to it, with more assured steps than when she came in. As she pushed the call button, Norman spoke up.

"Thank you, Miss Smythe. This is important to me."

The woman looked over her shoulder at Norman.

"Please, Mister Osborn," she said, grinning. "Call me Alastriona."


	2. Mercy Killing

Earth-717: Spider-Man Vol 2

Chapter 2: Mercy Killing

 _War changes a person._

 _A drone flies over my head. It wasn't today's first. It won't be today's last. Today. A weird word to use. What does today mean when all the days are the same, when they all meld into soup? Don't know what time it is. Forgot what time zone we're in, what time it is stateside. But the sun's real high, so I guess people back home are asleep._

 _Home. Another weird word. Isn't home where you live? I haven't lived there in years. The battlefield is my home now. Where I've done most of my "living", if you can call it that. I don't know if I live, but I trade in lives. Lives of friendlies. Lives of enemies. You save enough friendlies, you kill enough enemies, and maybe you get to live a little longer._

 _Because that's the battlefield. Bullets, grenades, knives, missiles, tanks, rifles, planes, drones. They're just the means. The exchange rate we use for blood. Blood's the real currency, what we place on the scales to figure out who wins. Win. That's what we were here to do, right? Win? I think so, but I'm not sure. It wasn't to lose, but I don't know if it was to win either._

 _Winning suggests it was going to end, but I don't know if this war was designed to end. If anything, it seems the longer it goes on, the more it's a success. We crushed the enemy, we captured the base, assassinated the leader. But there's always another faction, another foxhole. I forgot who we're supposed to be killing. All I know is we're not the fighting the same people we were at the start. I don't know what that means._

 _An explosion goes off near me. Land mine, I think. Shredded some people. Or maybe it destroyed a tank. Somebody's day was just ruined. I don't check the explosions anymore. They happen either way, and they never seem to matter. They're like set dressing. Every half hour, an explosion goes off. It doesn't change anything. It just is. Like the fleas that pile on the bodies. A fact of the battlefield. A fact of life._

 _Another fact: I don't think the people in charge care what happens here. I know they don't read the reports. They take them, but they don't read them. They don't want to see the lists, the statistics, the names. It's gone on so long, they've gotten exhausted. Funny, they should ask us how tired we are. I don't even know what year it is._

 _Year. I've been here longer than that. What's it been? Three? Four? Four years? I don't know. Double it? It hasn't been eight. I know that. But it's hard to keep track. It's the goddamn sun here. It tears into your skin, burrows its way through your skull. Can't focus on anything for too long. Everything aches. Itches. Burns. It always screws with my timekeeping._

 _Through the window, I see a lizard scurrying. Just trying to cross the dirt road, get out of the way of the fighting. Probably trying to find food. Food. I remember food. Not these piece of shit ration packs they give us. Or those damn protein bars. Real food. Meals. Something that someone cooked, someone put care into. Honest to god, I'd take junk food. Kraft Dinner. I'd chop my hand off for anything that wasn't military issue._

 _I killed three people today. All with bullets. Or was it yesterday? The day before? I killed other people then, so maybe it's more? I forgot. Lost track. I know I used my pistol. The big one. I remember the first time I fired it on the practice range. Nearly broke my arm. Stopping power. That's what the quartermaster said. "That one's great for stopping power." Yeah, it stopped their hearts, alright._

 _I duck my head. Can hear someone in the building. More than one. On the floor above me. Walking around, slowly. Methodically. They're looking for something. What are they looking for? For me? No. I don't think so. This is our building. Enemies would come from below, right? It's our guys. My guys. My . . . . what would you call them?_

 _Friends? Comrades? Allies?_

 _I don't know. I think you should know someone's name to call them a friend. I don't know anyone's name here._

 _Ugh, the sun. Always the sun. Gets right in my eyes sometimes. Even when it's not, it beats you. Blinds you. Can't think straight. The words get jumbled in my head. Feel like I can't breathe. Can't even see. Colours, shapes, nothing's ever clear anymore. Every piece of this place is oppressive, like a poison under your skin that corrodes everything you are._

 _Breathe. That's the important thing. Air flow. Always need air flow. I stop trying to think, and I just try to breathe. Oxygen tastes so good when you've been forgetting to breathe._

 _They're coming back to me now. The faces. People I used to work with. Still work with? Maybe? I don't know. Some of them are dead. Some of them, I'm not sure. They could be alive. The names are gone. I know I won't get those back. But I'll get some of the faces. If I can remember the faces, then maybe they're not completely gone. If they're not gone, maybe they can forgive._

 _Some of them are bodies I've burned. Some of them we lost, and never found again. Jaws blown off by grenades. Ribs punctured by sniper rounds. Splattered chunks of blood on a wall, all that's left of some people after one of the aerial raids. But it doesn't hit me anymore, it doesn't hurt as bad. You see death everyday and it stops being special. At that point, it's all just routine._

 _War has become routine._

 _That's why I had to get out. I asked for a discharge. They said I was fit for service, so I don't get one. Weren't we getting paid for this? I think that was true, once. Don't know where I'm supposed to cash a cheque when all the buildings around me are half blown to bits. So I called someone else. Guy I met out here. I don't even remember his name now._

 _He was a nice guy. Well, maybe not. Nice isn't the right word. Nobody who lives like this is nice. But he talked to me. Shared some of his food. We got patrol duty together. Think he was a special operative or something. Wasn't part of the normal unit. We did it a couple times when no one was looking. Wasn't even fun. Nothing's fun in this heat. But for a few minutes, it was an escape, I guess._

 _One day he got called away. Was a while back. Left me his number. Don't remember what reason he gave. Don't care. It was a chance. I called. Told him I needed out. Told him I'd do anything to get out. Told him I might have already done it. He didn't even sound surprised. Just said to sit tight, and he'd come get me. He promised he'd come get me._

 _I breathe again. I hold my rifle tighter, press my back against the wall. I hear more footsteps. They're right upstairs. I heard one of them say my name._

 _They know. They know what I did._

 _Please. Come soon._

 _I don't want war to change me anymore._

* * *

"Now!"

Sharon Carter held her pistol at the ready as the tactical unit tossed a flashbang into the room. They burst through the door a second later, and were met by a torrent of bullets. Two of the squad were cut down before the target leaped through the already shattered window. Sharon tried to shoot her in the legs, but her shots missed.

"Gargan!"

Mercy Gargan landed on the roof of the next building over, rolled into a crouching position and aimed her rifle back at her assailants. Sharon barely got any time to visually confirm it was even her before she saw Mercy aiming her rifle's underbelly grenade launcher right at her.

"GET DOWN!"

Sharon tackled one of the soldiers to the ground as Mercy's grenade blasted into the back wall, sending chunks of concrete all over the place. Sharon wasn't struck by any of them, having used the doorway for cover. She hurriedly tapped her earpiece.

"Chopper One, she's moving northwest! You're up!"

"Copy. We're on her."

Sharon got to her feet and stumbled back into the room. The rest of her squad were picking themselves off the floor. Turning to the side, Sharon saw what was left of the hostages they were sent to rescue. Eaglestar International was a private military corporation hired by the United States government, and their top three commanders stationed in Afghanistan were present, all of them tied to chairs and with their faces blown off by magnum shots.

"Great," said Sharon.

Mercy was already sprinting through the town at top speed, with the helicopter hovering overhead, trying to get a decent view of her. She had cuts, bruises, burns, dirt and grime all over her, but none of that fazed her as she tore between the various structures. Her advantage was knowing this area by heart. The people sent to hunt her didn't.

There were other squads in the area, deployed to try and box her in. Soon she was being pursued by multiple ground units, all while the helicopter stayed on her tail. She unloaded the rest of her rifle clip to buy her enough cover to get from one side of a road to the other. Tossing down her rifle, she pulled out her compact combat shotgun as she mentally processed the layout of the building. Every entry point was a threat, but she was a greater one.

Mercy was a whirlwind taking the floor, pumping shotgun blasts into two more attackers before pinning a third against the wall by shoving her weapon under the man's throat. Whipping out her knife, she stabbed him in the side before knocking him to the ground and sprinting down another hallway. She heard screaming coming from outside. Civilians fleeing the area, she supposed.

It doesn't matter. Keep moving. That was all she kept telling herself. The helicopter was the problem. She could fight it out with foot soldiers all day. But the helicopter razed down the rooms with its minigun, and she had to stay ahead of it. She knew they weren't going to take her alive, not after they found her hostages already murdered. Maybe she'd make it out, maybe she wouldn't.

Truthfully, part of her didn't care if she died here, which was the most liberating thought of all.

At least she'd finally be done with this place.

Or so she thought, when suddenly Sharon broke through a doorway at Mercy's side and body slammed her into a wall. Mercy didn't know Sharon's name, but she'd met enough commanding officers to know she was in charge of whatever operation was going on here. Sharon launched into a string of physical strikes, trying to overpower Mercy with finesse and advanced CQC training.

But Mercy was no pushover at hand-to-hand either. Even taken by surprise, Mercy was able to transition smoothly into defensive moves, and her musculature was bulkier than Sharon's. Not great for speed, but Mercy could pulverize Sharon with a couple well placed blows, and Sharon knew it, which left the agent to act more cautiously than she would have.

Or should have. Mercy took advantage of Sharon's slower assault to grab her around her right elbow, before spinning around and heaving her against the nearby wall. Mercy followed up with a punch to the chest, sending Sharon through the drywall and into the next room. She knew it wasn't a fatal strike, but it would slow her down long enough for Mercy to escape. So she ran.

More bullets. More screams. More running. The helicopter was this ominous force determined to bury her. They started using missiles, blowing apart whole sections of the town to try to eliminate one target. Hellfire protocol. Just kill the enemy, no matter what you need to do. Fitting, she spent years doing that to others, that she'd end with it being done to her.

But as she slid behind a fallen pillar at the edge of a town square, the helicopter swerved overhead so it had the right angle on her. She sighed with resignation as the pilot locked a missile on her position. She was sitting on the ground, magnum in hand, her tactical suit covered in ash and caked blood. She didn't know what day it was, but it was a good day to die.

She closed her eyes, her soul ready to swept into the sea.

Then the helicopter exploded.

Twin missiles from an unseen vehicle smashed into the side of the chopper, blasting its flaming carcass out of the sky. Mercy's eyes burst open as a type of jet she'd never seen before soared above her, before spinning around and lowering to the ground. It looked like something out of a science-fiction movie. The jet landed with its back to her, and the loading ramp opened to reveal the man she was waiting for.

"Come on!"

So she wasn't dying today after all.

Mercy leaped to her feet and ran towards the jet. Sharon and some of her cohorts turned into the town square, but the man, who was wearing a black combat suit with a white X across his chest and facemask, returned fire with a handheld LMG. He provided cover long enough for Mercy to scramble aboard, and then smashed his fist against the button that pulled up the ramp.

"We're clear!" he shouted. "Let's go!"

The jet lifted off and raced back into the air. Mercy coughed up a mixture of blood and bile, her stomach unfurled by the upwards movement. The man placed his weapons against the side wall before returning to Mercy's side. He massaged her back as she vomited on the floor.

"Augh . . . . ugh . . . . I, uh, I'm sorry."

"It's alright," he said. "Get it out."

"You came," she said, finally breathing normally. "You came for me."

"Told you I'd get you out. I keep my word."

"Thank you . . . ."

Mercy's knees buckled, and she collapsed against his frame. He held her for a few seconds, keeping her stable until she could regain her footing. They sat down together on a bench at the side of the cargo hold. Mercy took a moment to marvel at the jet she was in.

"Where'd you . . . . where'd you get this?"

"Friends in high places. Doesn't matter. You're going home, then I gotta get back to work."

"What kind of work?"

"Can't tell you. If you get in something serious, you can call, but I gotta stay low profile for a while. I'd suggest you do the same. Now get some sleep. I can tell you need it."

Mercy nodded, and laid down on the bench. Brock Rumlow rubbed her arm for a minute, and once she was unconscious, he got up and returned to the cockpit. Mercy Gargan slept the entire jet ride back to the States, finally resting for the first time in years.


End file.
